Shepherd of the Black Sheep
by Griper
Summary: AU wherein Witches are not transformed Magical Girls, but instead independent beings that spawn out of corruption. Due to this, Kyubey has reason to preserve the Girls' lives and emotional wellbeing, and genuinely looks out for them and maximizes the positive effects of their wishes. As a result, the girls' lives are better, but by no means easier. The fight is still up to them.
1. Chapter 1

Kyubey laid down on the low perimeter wall of the museum, basking in the sunlight. Though emotional sentiment was a trait harshly curtailed in its kind, there remained in all specimens a capacity for, and thus instinctive pursuit of, physical pleasure that had long proven unfeasible to entirely suppress. The goal then became for each agent to learn how to remain alert and ready for productivity even when indulging bodily impulses, a trait that had been stridently instilled in them all.

Even as Kyubey stretched out languidly, eyes closed and musing to itself, its senses stayed keyed to its surroundings. One never knew when a girl with Karmic Potential might cross paths with you, but if aeons of meddling with Magic and the Cosmos had instilled one lesson, it's that Fate had a tendency of coming to you if one ever stopped and-

There. Kyubey turned its head toward where it felt eyes focused on it, opening its own and pinning a young girl with a flat red gaze.

She was a lovely specimen... by most human standards. Flaxen hair styled into long, meticulously curled ringlets and bright golden eyes. She stood alone in front of an abstract statue, looking lost and staring at Kyubey in shock.

Kyubey in response simply picked itself up and jumped to the ground, trotting steadily up to the girl. She tracked its approach with wide eyes, saying nothing as it came close until-

"Mami, there you are!"

The girl, Mami, was shocked out of her stupor and whirled about to be met with the encircling arms of her mother. She stood flat-footed as her parents crowded her to make sure she was okay, apologizing numbly for wandering when scolded.

As her father picked her up and started walking away she twisted to see where the weird white creature was. But it was gone.

Kyubey looked on impassively from its new perch on the tip of the statue. Millennia of working in this planet had instilled in all units an understanding of the necessity of patience. It had found a new Magical Girl candidate, and her Potential was strong and steady. For now it could readily afford to observe her and wait for a more opportune time for formal contact.

That time came just weeks later.

Kyubey climbed the wreckage of the car, feeling nothing in response to the grisly accident but a detached urgency to locate the girl before she expired. A violent accident was an excellent opportunity to propose a Deal, yet equally horrible a setting to perform it: very few other scenarios offered a better environment of pressure on a girl to take the offer immediately or to maximize the payout of the shift in her Karma, but there was always the risk the given girl couldn't survive long enough to complete the transaction, or that she is too physically or mentally impaired in the fallout to effectively communicate.

Kyubey perched on the edge of the shattered window and peered in. The adults in front were dead, rib cages caved in from the impact, but the Girl was still breathing. Blood seeped from some wound on her sides, and she whimpered plaintively from where she laid curled on her side against the pavement. The setting sun shone down and cast the scene in a heavy orange glare.

She was still beautiful.

"Tomoe Mami."

The little girl whirled her head and opened her eyes to look at it. Good, she was responsive.

"I can save you. Or to be more precise, I can give you the power to save yourself."

"W-wha...?" The little girl managed through her gasps. This was worse than Kyubey had thought.

"I have been observing you for some time now. You have the potential to become a Magical Girl. Make a contract with me now, and I can give you the power to hold on to life."

"Ple...please..." she sniffled in pain, "save me."

"You must make a wish. Ask for anything."

"Save me!" The little girl wailed, "Don't let me die here!"

Kyubey knew it wasn't its place to second-guess a contractee. That it should just preserve her life and soul now and let the future decide itself. But that would not do, it had an obligation to these girls now.

"When you make the contract and become a Magical Girl, your injuries will be erased regardless of what you request. To spend your wish asking for salvation is a waste. Moreover, your parents are not so lucky."

"M-mama? Papa?"

"That is correct Tomoe Mami. I am looking at your parents right now, they are already dead. You can save them, that power is within you."

"Yes! Save them! Don't let my family die! Don't let this crash take anyone away! Please!"

Mollified, Kyubey jumped down and landed lightly in front of Mami's crumpled form.

"Stay strong little one." It intoned, stretching out its feelers as a light grew in Mami's chest. "Watch me bring your desires manifest."

The evening news that day was rife with reports off the fallout of that cataclysmic crash. Gridley scenes of crushed automobiles and spilled blood filled the screen. The only bright-spot was that somehow, no one was dead. It was a miracle of miracles.

That is not to say everyone walked away alright. Most involved where left in critical condition, and several were crippled for life. The only one not pulled out of the wreckage with scars was one blonde little girl, clutching a jeweled egg like a lifeline.

"Kyubey?"

"What is it Tomoe Mami?"

"Do you think if had phrased my wish better, Mama and Papa wouldn't be like this?"

Kyubey turned away from the window to look at Mami, seated in the corner of the hospital room. Her mother lay in a bed against the far wall between them, a host of machines beeping around her.

"I think that you where a frightened young girl in a traumatic situation that made the best call she could have been expected to make. That kind of magic is volatile Mami, focus on what good it did achieve."

Mami frowned and curled in on herself. There was little Kyubey could really do to allay her feelings of guilt. Irrationality may have been what made humans such an optimal font of Karma, but it also made dealing with them personally an exercise in futility.

Kyubey got up and jumped to the armrest of the little seat. After a second Mami clutched it and buried her face in its fur, crying into it. Kyubey allowed it. She needed to express and work through this grief before it was allowed to fester in her Soul Gem.

She would need all her strength when it introduced her to hunting.


	2. Chapter 2

"And just where are you heading out for young lady?"

"Down by the shopping plaza Dad, I just want to people-watch."

Mami's father squinted at her, but it was clear he was just giving her a hard time and he quickly waved her off. Mami walked briskly across the apartment until her mother headed her off.

"Call us regularly if you stay late, I'm coming after you if you're not back by 9."

"Yes Mom."

Finally Mami was able to pass through to the outside. She looked back over her shoulder at her home with a regretful sigh. It had been a couple of years now since the accident, but the scars her parents had would never fade.

Mami's father had lost his left leg, requiring a full prosthetic. Her mother had a badly mangled left arm. And there was nothing Mami could do now to erase their pain.

They did their best to stay strong, to cover their losses up and go about their daily lives, but Mami could see when they couldn't keep going. If only she had made a stronger wish when it happened, if only she could have protected her family from all harm, if only-

 _"You berate yourself too much Tomoe Mami. Your parents have already said plainly they are happy just to have lived."_

"Kyubey..." Mami regarded the odd catlike creature on the railing in front of her. He (it?) had been her savior that fateful day, and then her guide in magic ever since.

 _"The Witches are few and far tonight, we will have to be fast if you want to complete your hunt in time_." So saying, Kyubey turned and leapt off the building.

Mami leapt and dashed after him. This was her life now; charging into each coming night, heading off to battle against eldritch beasts in their Wonderland lairs. The hunts wore her down, they bled her dry, they would with certainty kill her someday. She did not lament her fate. Her life was claimed by rights in that traffic accident all that time ago. Kyubey had, if nothing else, sold her back some stolen time, not too mention spared her parents; even if they weren't whole, they would go on.

As for herself, Mami had power to save others now. She could fight monsters, chase off gangsters, stop suicides, pull people from wreckages! Every night, some manifestation of the Earth's cruelty rose up to prey on innocents, and every night, she was there to beat it down and save at least one more life.

Mami raced through the deepening gloom, the crystal ring on her finger glowed brightly. As she ran through alley upon alley after Kyubey, the light started to pulse, getting faster and faster until she rounded a corner and saw it. A Witch's sigil, floating starkly in front of a fire escape.

" _It would appear that another Magical Girl is already engaging this Witch_." Kyubey remarked as the sigil distorted rhythmically.

"There's a chance she might need help." Mami held her hand out, ring morphing back into her Soul Gem and laying heavily on her palm. Light encased her as her Magical uniform materialized on her body piece by piece. When fully outfitted, a pulse of magic radiated odd her and resonated with the sigil, causing it to twist into itself and become a portal.

When Mami stepped through to the other side, she found herself standing on the top of a massive colosseum, the still air ringing with the shock of metal striking stone. Looking down at the center of the stadium, she saw a red-clad Magical Girl fending off a one-eyed, shadowy Minotaur.

The girl leveled her spear and rushed the Minotaur Witch, but it was clear she was doomed. Her charge was simple and obvious, and she was moving so slowly, the Witch had no trouble winding up its axe for a counterattack. Mami drew upon her magic and crouched to spring into the fray, until Kyubey stopped her.

" _Watch longer Tomoe Mami, this one has a trap in the works_."

The Minotaur brought it's axe down like a meteor strike once the red Magical Girl got in its range. The girl went flying, seeming almost carried by a cloud of dust and cobblestone fragments, until abruptly she just vanished.

Mami was floored, and even the minotaur started at this development... until a new spear pieced through it and caused it to burst. The red girl, who appeared from nowhere, gave a triumphant whoop as the shadows scattered and the axe fell to the ground. Looks like she didn't need any backup.

 _"The Witch wasn't completely destroyed."_

"Wha-" Mami turned to Kyubey, but the little thing had already jumped down into the stadium. The red girl was turned around, arms up in a stretch and eyes gazing about expecting the Labyrinth to collapse. Behind her the Witch's axe flowed as Kyubey reached her.

"Hey Kyubey, what are you-"

 _"The Witch is getting back up Sakura Kyoko."_

The red girl, Kyoko, gasped and whirled around in time to see the Minotaur reforming out of a pool of shadows, axe held aloft and poised to come down on her. She was flat-footed and unarmed, completely out of moves as the Witch began to swing...

Only for the axehead to be snared in large yellow ribbons. Kyoko blinked in astonishment as a voice rang out.

"Tiro Finale!"

A crack split the air and the Minotaur exploded again. Kyoko stared as another magical girl ran up to her through the smoke.

"Are you okay?"

"Y-yeah."

"It's probably gonna come back again, let's fall back."

The Magical Girl in yellow pulled Kyoko to the edge of the stadium, Kyubey bounding at their side. Behind them the Minotaur rose up again, now surrounded by it's hare-like Familiars.

 _"Tomoe Mami-"_

"I know Kyubey." The yellow girl, Mami, turned address Kyoko, "The Witch's real body is it's axe. If I take out the shadow body and the Familiars, can you break it right after?"

Kyoko summoned a spear to her hand, twirling it as she recentered herself, "Yeah, definitely."

Mami nodded at her as she took her hat off, "Then let's do this."

Mami swung her hand holding her hat out, muskets dropping out of the inside as it went. She squared herself inside the semicircle of firearms as the Familiars tensed. The standoff lasted a long moment, before with lightning speed Mami scooped up a musket and blasted a Familiar in the middle of the pack. The rest fanned out immediately before looping around to swarm her from all sides, but they had no chance. Mami was in full form, twirling a pirouetting every which way, meeting every Familiar as it came at her with a bullet or a kick, snatching her muskets off the ground or pulling them out of her skirt with smooth ease.

Finally she launched herself into the air, an enormous light flashing beside her as a cannon came into being. She took aim at the Minotaur and let loose. It's body blew apart for the third time, and the axe went spinning end over end into the air.

"Now!"

Kyoko didn't need telling twice. She leapt after the axe, spear gripped tightly in both hands. Time seemed to slow as she zeroed in on the crystal core in the center of the axehead, then her speartip rammed home with all the power and precision she could muster.

There was a shattering sound as pieces of the axe flew around her and the Labyrinth fell apart. Kyoko crowed as she came back down to Earth.

"We did it!"

"Yes! Yes we did." Mami cheered as she approached her new comrade-at-arms. The two Magical Girls grinned at each other as they dispelled their magic. Mami cradled her Soul Gem in her hand, before returning it to its ring an extending her arm.

"Tomoe Mami, happy I could help."

Kyoko laughed as she took Mami's hand and shook "Sakura Kyoko, glad you did!"

Mami giggled in return and looked around for the Grief Seed, "I've never seen you before, are you newly contracted?"

"Uh, no actually. I'm from Kasamino." Expecting outrage, Kyoko brought her hands up in defense. "That Witch was lurking in my turf before, I was just following it when it ran!"

"It's alright Sakura-san, I'm not the type that is obsessed with territory. What matter is that the Witches are put down." Mami finally saw the Grief Seed lying in the shadows. She picked it up and offered it to Kyoko. "You fought well, here's your reward."

Kyoko looked at the Grief Seed, then shook her head, "Nah, you saved my skin, you deserve it."

Mami shrugged at that, "How about we share then, Sakura-san?"

"Only if you call me Kyoko."

Mami stared at Kyoko with eyes wide, then smiled radiantly. "Agreed. Here's to a good hunt Kyoko."

"Amen to that Mami."

The Grief Seed pulled the accumulated taint from their Soul Gems, lifting their fatigue and enhancing their levity. Kyoko took the Grief Seed and flicked it to the side, where Kyubey leapt up and caught it in the air.

Kyoko and Mami laughed at the sight, but were cut off by a buzzing. Mami gasped when she realized it was her phone and scrambled to answer it, her mother's anxious voice blaring through the speaker as she fumbled it in her hand.

"-you were supposed to be calling back regularly Mami! Where are you!?"

"Mom, please, I'm sorry, I just got caught up with things!"

"It's half an hour to curfew young lady!"

"Are you in trouble Mami?"

"Who's that with you!?"

"Mom stop shouting! It's Kyoko my friend."

"Let me talk to her."

"What!? Why?"

"Hello Ma'am." Kyoko chimes, tugging Mami's hand to her ear.

"Kyoko!"

"Is that your name? Hello Kyoko. What are you and my daughter doing?"

"Oh, just walking around the park. We were just about to call it a night and go back home."

"Well, dinner has been waiting on my girl to come back home, would you be so kind as to escort her?"

"Of course ma'am! No one should ever let food go to waste."

"How thrifty of you, you can have some on your way out if you want." And if that Mami's mother hung up.

Kyoko released Mami's wrist and grinned up at her. "Your mom's nice."

Mami groaned.

Kyoko liked Mami's parents.

Her father was a pale, stocky older man with an immaculately kept head of burnished-gold hair streaked with little lines of gray. He also had an incredibly full mustache, which was waxed into little curls at the ends. The thing that most grabbed her attention about him though, were his bright amber eyes. They looked knowing and sneaky, but he offset it by how holly he was, like the grandpa in every TV show that bullied the father and snuck sweets to the kids.

Her mother was very willowy, and walked with dancer steps. She had warm, sparkling green eye and her honey brown hair was kept in a loose bun. She wore a burgundy top with long wide sleeves, and gave Kyoko a one-armed hug when she saw her and showed her a place on the table set just for her. Kyoko accepted a plate and ate appreciatively but quickly, aware that her own family would be worrying after her soon.

"So tell us Sakura-san," Mami's father struck up a conversation, "How did you and Mami get to be friends? Our girls not really a social butterfly."

"Oh, we met today. She helped me out when... some bad girls were giving me trouble. We walked together after that."

"Oh my, is that right?" Mami's parents turned towards the girl in question. Mami just looked embarrassed and waved them off.

"So you don't live around here?" Mami's mother continued the conversation.

"Nope, my family lives in Kasamino. I'm just here on an errand."

"Well then. It was very nice to have you over Sakura-san, maybe we'll get to meet your family sometime?"

"Oh yeah, that's be great! I'll tell my parents about you tonight, and they could invite you over soon! My dad's a preacher you know."

"Preacher hmm? Well, I'm sure he'll be good conversation." Mami's father chuckled. "Mami, see your little friend off."

"Yes dad." Mami had already gotten up and was leading Kyoko to the door.

"Your parents are nice Mami."

"You said that already Kyoko."

"Were you okay with me coming in?"

"Why wouldn't I be? I look forward to going to your house as well."

"Good, that's good..." Kyoko hung back as Mami held the door for her. "But hey, really, thanks for earlier. We make a good team, I hope we can fight together again."

Mami just smiled and gave a nod to Kyoko, "I would like nothing better than to hunt alongside you again sometime Kyoko. Take care."

"Yeah, you too Mami."

Mami waved after Kyoko as she stomped off turns her own home. She was happy to have befriended another Magical Girl, to have found a companion to watch her back on her nightly mission.

 _"That was a most productive evening for you_."

"Yes it was." Mami looked down to where Kyubey sat at her feet. "And how about for you?"

" _Any new Grief Seed is a step forward for us_."

"I'm glad you're satisfied too." Mami sighed as she gazed out at the city. "Would you like to come in? It's been a while since you followed me on a hunt, I don't want to let you go too now."

"There are obligations I should be seeing to now."

"What obligations? Surely not anything that can't afford to wait until after I sneak you a bit of cake?"

Kyubey shifted, but didn't speak up.

Mami turned on her heel, "Last chance to come in."

Kyubey entered, and Mami giggled to herself. Such a silly creature, and after trying so hard to play off as some little dutiful robot. Still, that was why she liked him so much, and it felt good to have him here.

It was so good to have her home filled with so many people she cared about.


End file.
